Puella Magi Fusion Magica
by Kotomi Ichinose
Summary: After the Fusions invade Earth, Alice and Fear are visited by a strange creature named Kyubey, who says he can grant any wish to them. The catch? They have to become Magical Girls and defeat Fusions! ((FusionFall/Madoka Magica Crossover. Features almost entirely OCs. AU.))
1. I First Met Her in a Dream, or Something

**It's disclaimer time!**

**So hear me out. Fusion Fall and Madoka Magica... In the same universe. Just trust me, it'll be good. Most of these characters are OCs from the FusionFall universe, and there's no Madoka characters besides one.**

**Thanks to zerowing21 for beta reading!**

**Alice Spacebyte belongs to AnimeGirl 144.**  
**The Leeblossoms and Vashti Jikin belong to myself.**  
**The Wrens and the Orions belong to zeronwing21.**  
**Amp belongs to TheCrampReturns**  
**Xavier Xyres belongs to SamuraiRay101**

* * *

It was a Monday. What a horrible time. Having to wake up so early on a Monday morning was just cruel. But, it's what Alice Spacebyte had to do so she could go to school. The blue haired alien girl stirred in her bed, slowly waking up from her bad dream. Courage, a small pink dog, lay in bed next to her. Alice was living with her aunt and uncle, the Bagge's, and they allowed her to stay in the attic. Alice's mother, Gale Spacebyte, was a thing of the past, as she had passed away a few years ago.

Alice didn't mind living with her aunt and uncle. They both loved her unconditionally, as did their daughter and her children. She did miss her mother, but she couldn't really do much about that fact. Plus, a bigger problem showed up in her life a year after Gale's passing. That problem was Planet Fusion, an alien planet lead by Lord Fuse set on taking over the universe, and Earth was their next target. In fact, Alice's home planet was consumed by the alien overlord years ago. That's why she fled to Earth.

Despite being an alien, Alice looked just like a normal human being. One could write off the blue hair as an abnormality, but most people just think she dyed it that bright color. Actually, most of the aliens that lived in harmony with the humans were humanoid. Most had special powers, while others had obvious differences. Alice's second cousin, Roxie Leeblossom, was half Arachnichimp, and thus had four spider legs protruding from her back.

The girl had to get ready for school, which was now finally back in session due to the original high school being destroyed during Fuse's Invasion. Pokey Oaks High School was no more and Charles Darwin Middle School was also ruined. In order to get children their education, Peach Oaks Schools was constructed near where Charles Darwin Middle School once was. Alice quickly scrambled out of bed and threw on a sweatshirt, heading downstairs for breakfast. Courage followed.

Muriel Bagge, Alice's aunt, was cooking a delicious breakfast for the family while Eustace Bagge, Alice's uncle was reading the paper. Kotomi Leeblossom, Roxie's mother and Muriel and Eustace's daughter, stood next to Muriel in the kitchen, helping her make the meal. Once Alice entered the kitchen, Kotomi turned to smile.

"Good morning, Alice!" she beamed, "Did you sleep well?"

"Yeah…" Alice lied in response to her cousin. She had a nightmare, causing her to toss and turn all night. In the dream, she stood on top of piles of rubble and watched a girl try to fight a gigantic Fusion that looked like a witch. Next to Alice was a small cat looking creature, who told her she had to power to change this ending if she made a contract with the cat. It was probably nothing though.

"You better eat up, dear," Muriel said to the girl, "Fionna and Felicia are going to meet you in Pokey Oaks so you three can walk to school together."

"I'll drive ya' outta' Nowhere." Eustace called from the living room. Alice called out her thanks before quickly eating her breakfast, then running back upstairs to fix her appearance afterward. She put on her everyday clothes, a blue t-shirt and blue jeans, along with white sneakers she had. To complete her look, she put a yellow ribbon in hair, since Roxie said it would help her stand out.

"I'm ready!" Alice cried as she walked down the stairs, grabbing her backpack from the foot of the stairs.

"Have a good day, honey!" Muriel cried.

"Be careful!" Courage cried from Muriel's feet.

* * *

Eustace dropped Alice off at the city gazebo in Pokey Oaks. It was a safe ride there, since the army had the Fusion Defense mostly under control. Felicia Wren, a small girl who had ginger hair wrapped up in pigtails, stood in the gazebo waiting for Alice. Felicia, who everyone just called Fear was Alice's best friend. They had met after Tessa Wren, the head of Exervent, tried to experiment on Alice. Fear was Tessa's pet fox, but due to a mishap in Mandark's lab, she was turned human. Next to Fear was Xavier Xyres, Alice's boyfriend.

"Hey, Alice!" Fear cried out, waving her hand in the air. "Come on, we still have to wait for Fionna!"

"I'm coming!" she replied as she got closer to the pair. Xavier was holding Fear's backpack along with his own, and shrugged when Alice got to them.

"You're late!" Xavier joked.

"Yeah, I guess." Alice replied with a small giggle.

Soon, a blond girl with a rabbit hat appeared at the gazebo. It was Fionna, who was originally a fictional character in a story, but thanks to Mandark's lab, she became real.

"Let's go, guys!" Fionna cried. "It's time for school!"

The four friends quickly all ran off to school together, joking about relationships and playfully chasing each other on their way. Once at school, Fionna had to say goodbye to her friends, as she was in a different class for first period. They all agreed to meet up again during lunch. Fear, Xavier, and Alice all entered their class and began to listen to Miss Keane talk.

"Now class!" the teacher beamed, "Listen very closely! When frying an egg, should it be fried sunny side-up or hard over? Mr. Xyres, answer please!"

"Uh-er…" Xavier mumbled after being caught off guard, "They can be fried either way?"

"Correct!" Miss Keane cried out, "They can be fried either way, and it should go without saying that judging a woman's attractiveness based on the way she fries her eggs is completely and utterly stupid! Now girls, I want you to remember to never date a guy who insists he can't eat eggs done hard over!"

"I won the bet," Fear whispered to Alice, "I knew she wouldn't make it past three months with her new boyfriend."

"And boys!" Miss Keane continued, "You better not grow to criticize how your eggs are done! Well, now that we have that out of the way, let's welcome our new transfer student!"

"Shouldn't you have done that first?" a girl asked.

"Welcome, Miss Jikin!" Miss Keane said warmly as a girl with long black hair walked into the room. Her expression was cold and she wore a black school uniform one would see in an anime.

"She's really pretty..." Fear mumbled to Alice, who was too busy staring at the girl.

"There's no way..." she muttered to herself. The transfer student looked like the girl who was fighting the Fusion in her dream.

"Why don't you tell us all a little about yourself?" the teacher asked the new girl.

"My name is Vashti Jikin," she said in response, "I'm pleased to meet you all."

Miss Keane wrote the girl's name on the board as Vashti went to take her seat. The students all verbalized their welcomes, but Alice was too busy staring at the girl. It had to be just a coincidence. The day continued to go on, and lunch time arrived. Fionna showed up to eat with her friends in their class, so they moved to a corner where they could chat. On the other side of the room, a group of girls crowded around Vashti.

"What school did you used to go to?" a girl asked.

"A Catholic school in Tokyo," Vashti replied calmly, "I moved here from Japan."

"Did you used to do any activities at your old school?" a second girl questioned.

"I didn't participate in any activities." the black haired beauty replied.

"She seems kind of weird," Fionna said to her friends on the other side of the room, "Like, she's giving off some weird vibes."

"Do you know her, Alice?" Fear asked her friend. "You were glaring at her when she came in."

"Well, um, I-uh-" Alice nervously began before a hand came down onto her desk. The hand belonged to Vashti Jikin, who had walked over to the group.

"I apologize for interrupting," she said to the group, "But today has been a little stressful and I'm excusing myself to go to the nurse's office. Which one of you is the Nurse's Aide?! They are the one whom is supposed to escort me or other students to her office."

"Alice is." Xavier said, pointing to his girlfriend. The girl's cheeks flushed red at the comment and she gave off a small wave.

"I-I'll take you there." Alice said before getting up from her seat.

The two girls left the classroom and began to walk down the hallway, Vashti leading. Alice stayed next to her, but was scared to say anything.

"The nurse's office is down-" she began to say before Vashti surprised her by taking the right way.

"It's down this hallway, isn't it?" the mysterious girl asked. Alice nodded in response.

"It seems like you already know how to get there, huh?" she tried to joke. Vashti stopped and turned to face Alice, catching her off guard.

"Alice Spacebyte." the girl mused. "Do you treasure the life you currently live? Do you consider your friends and family to be important to you?"

"Um, uh, of course I do!" Alice squeaked, hesitating to say each word. "I consider my family and my friends to be the most important things to me."

"I see," Vashti muttered to herself, "Would you ever want to change the person you are or the life you have. If you do, then you will lose all of those things." Alice looked at the girl, speechless. "Stay as you are, Alice Spacebyte. Never change anything about your life."

With that, Vashti turned away from Alice again and walked away, leaving her in the middle of the empty hallway. Alice stood in shock for a few minutes before turning around and slowly returning to class.

* * *

"She said what!?" Fear cried out as her friend told her about the encounter she had earlier.

Alice, Fear, Fionna, and Xavier all were sitting at a booth at the nearby diner, locally known as "Pop's." They all agreed they would head over here after school, which they did. Alice had decided it would be best to tell her friends about the abnormal conversation she had with the transfer student today, and the three were shocked.

"It is weird, isn't it?" Alice asked with a slight giggle, as she was amused by Fear's response.

"And you're sure you've never met this chick before?" Xavier asked kind feeling a bit creeped out by the whole thing.

"It would make more sense to say yes." Alice shrugged.

"What is that supposed to mean?!" Fear cried out. "Have you her in a way that hasn't made sense?"

"Well, last night I first met her in a dream," Alice explained, "Or something." Her friends stared at her before laughing in response.

"You're hilarious, Alice!" Fionna cried. "It's almost like you're acting like some cartoon character!"

"That's rude!" Alice cried back at Fionna.

"Clearly you two were lovers in a previous life and were brought by fate to meet each other again!" Fionna added before continuing to laugh.

"What kind of dream did you have, babes?" Xavier asked, after his laughter died down of course.

"I honestly can't remember..." Alice muttered, struggling to remember the despair-inducing dream she had. "But it was strange and scary."

"Maybe you really have met her before," Fear suggested after her laughs died out, "You probably don't remember it though." The ginger girl pulled out her NanoCom to look at the time. "Fionna, its five o'clock," she said, "Don't you have to get going?"

"Yeah, Finn and I are going to get lessons from that samurai dude." the girl with the rabbit hat said as she stood up. "I'll see you guys tomorrow!"

"We should get going too." Alice said before standing up.

"Can we stop at the hat store in the mall on our way home?" Fear asked.

"Are you gonna buy Amp a new hat?" Alice giggled. Fear blushed a bit before they headed out.

Xavier said his goodbyes to the group and then pecked Alice on her cheek before leaving, while Fionna simply waved goodbye as she ran off. Alice and Fear walked off to the mall where they entered a variety of stores. Fear had bought a fancy looking hat while in the hat store, and then the two decided to check out the music store. Fear walked over to look at the types of headphones they carried while Alice looked at the CDs they had.

"Help me!" a voice called out in Alice's head. The girl scans the store, confused and wondering if anyone else heard the voice. "Help me, Alice! Help me!" the voice cried again. Alice looked around before walking off and out of the store, searching for the source of the voice. Fear had noticed her friend disappear, so she went off to find her.

Alice walked up to a shop in the mall, which was boarded up and chained off. A sign said that a Mr. Smoothies was going to be put in. The voice called again, this time from inside that shop, so Alice looked around again before going pass the boundaries and into the shop. The inside was surprising large, and it looked like a warehouse that went on forever.

"Save me!" the voice called again before a ceiling tile began to shake. The tile fell, and a small animal fell down with it. Alice quickly rushed over to the injured animal. It was like nothing she had ever seen before. It looked like a normal cat, but it had two long ribbon like body parts flowing from its ears, and its tail was very bushy. It had a red diamond patch on its back, and red eyes. Its white fur was stained with blood. Alice picked up the creature in her arms.

"Are you ok?" she asked.

"Help me." it said, not even opening its mouth to speak. A chain fell to the ground and Alice looked up to see Vashti Jikin standing before her. Vashti had a chain in her hand, and was in a fluffy black dress.

"Get away from that thing." Vashti said to Alice.

"B-But he's hurt..." the alien girl replied, holding the creature tightly, "Please, don't hurt him!"

"This has nothing to do with you, Alice." Vashti said as she walked over to her.

"He was calling my name!" Alice cried. "I could hear him begging for me to save him!"

The girls looked at each other for a solid minute before white foam suddenly shot between the two.

"Alice!" Fear called while unloading a fire extinguisher between the two. "This way!" Alice quickly ran off in Fear's direction with the animal, and the two began to run off together. The exit to the store was replaced with a long hallway the two ran down. Vashti swung her arm and made the foam disappear before the environment around her began to become bright and colorful. Even the art style of the scene was changing. Fusion matter began to ooze everywhere as well.

"Tck!" Vashti scoffed. "Not now!"

"Who does she think she is!?" Fear cried out to Alice as they ran away. "Attacking people in cosplay? What a freak! And what is that thing? Is it alive?"

"I don't know." Alice said, clutching to the creature in her arms. "I don't understand any of this, but we have to save him!"

The environment around the two friends began to change and match the one that changed around Vashti. Any sign of an exit were gone.

"This isn't right!" Fear cried out, "What's happening!?"

Fusion Monsters began to sprout up out of the environment and glare at the girls. They all began to chant in high pitched voices and chains fell from the sky around them. Both of the girls began to scream, but then they were suddenly surrounded by a force field of sorts.

"That was a close one." A familiar voice called out to the two. They turned around to see Roxie Leeblossom, Alice's second cousin, walking towards them with a smile on her face. "You guys are safe now." She walked up to the two and smiled, holding an egg looking object in one of her four spider legs that protruded from her back. "Oh, Alice! What are you doing here? Did you rescue Kyubey for me?"

"H-He called to me," Alice explained to her cousin, "He was talking to me in my head. But what are you doing here, Roxie?!"

"Don't worry," Roxie said with a smile, "I'll tell you after I finish up a bit of work."

The girl threw the egg looking object in the air, and a light from the object began to shine on Roxie. She spun around rapidly, and she was suddenly in a fluffy yellow dress. She grabbed the object again and jumped into the air. She swung her spider legs around and suddenly summoned tons of guns that floated in the air around her. The guns began to unload on the Fusions below them.

"Amazing...!" Alice muttered to herself as she watched her cousin destroy the Fusions around them. The environment looked warped for a second before returning to the abandoned shop in the mall. Vashti floated down and stood on a pile of boxes.

"The Fusion escaped." Roxie said to Vashti. "You better go after it. I'll let you take it on this time."

"I have business to do here." Vashti growled at Roxie.

"You don't understand, do you?" Roxie scowled. "I'm overlooking what you did here. There's no need to stir up useless trouble."

Vashti glared at the girl before turning around and disappearing behind the pile of boxes. Roxie turned to her cousin and friend and laid out a blanket on the floor.

"Place Kyubey there." she ordered. Alice nodded and did as she asked. Roxie got down on her knees and began to hold her hands above the creature. A glowing yellow light surrounded it, and in a matter of minutes, he was all healed up. He looked up and smiled at Roxie.

"Roxie!" it cried out. "Thank you, thank you!"

"Don't thank me, Kyubey," Roxie giggled, "Thank Alice and Fear. They saved you. I was just passing through."

"Thank you so much!" the creature said as it turned to Alice and Fear. The creature didn't blink or move its mouth. "My name is Kyubey."

"A-Are you the one who was calling my name?" Alice asked the animal.

"Yes I was, Alice Spacebyte!" Kyubey cheered. "You too, Felicia Wren!"

"H-How do you know our full names?" Fear questioned.

"I'm here because I have a request for you two!" Kyubey continued, ignoring Fear.

"A request?" Alice asked.

"Yes!" Kyubey grinned at the two. "I want you two to make contracts with me and become magical girls!"


	2. That Would Be Wonderful

**Thanks to zerowing21 for beta reading.**

* * *

Alice awoke with a jolt, causing Courage to fall off her bed. She looked like utter death and her hair was all matted and tangled. She had another one of those strange dreams. This time, her cousin Roxie had transformed into a Magical Girl and saved her from Fusions. It was a weird dream indeed. Alice just wanted to go back to bed and forget about it, but she had to get ready for school.

She also had a visitor. Kyubey, the cat like creature she had saved the day before was sitting in her room on the floor. Courage couldn't see him, but Alice could.

"Good morning, Alice!" the animal cried out in a shrill voice, not even moving a muscle. Alice grinned a little and waved at the creature.

It was really strange. Muriel and Eustace never noticed the pure white creature that sat on the dinner table when they ate breakfast. Fionna and Ace couldn't see the animal hopping between Alice's shoulder and Fear's head. Kyubey also allowed for Alice and Fear to communicate through their thoughts. Kyubey's very presence allowed them to do so. Fear could see the creature, as could Roxie, who invited her cousin and her friend back to her place after school. Alice, Fear, and Kyubey made their way to Pokey Oaks after school, reaching the Leeblossom household after a short amount of time. They were greeted outside by Roxie's mother, Kotomi.

"Hey, you two!" she called as she walked to her minivan in the driveway. She couldn't see Kyubey either.

"Hi, Kotomi," Alice said warmly, "Roxie invited us over. Is she inside?"

"Sure is!" the woman beamed at the girls. "She's in the living room taking care of the dog. You two can go on in; I need to make a trip to the mall."

"Thank you, Miss Leeblossom!" Fear said as the two began to walk into the house.

"Oh please, call me Kotomi." Kotomi said to ginger girl, then winked. Roxie stuck her head out of the door with an annoyed look on her face.

"Jeez, Mom, you're so embarrassing," the blond alien hybrid scoffed, "Alice knows she could just walk in!"

"Roxie, its fine-" Alice began to say to her cousin before she was cut off.

"I was just making sure!" Kotomi yelled. "No need to get your panties in a twist, missy."

Roxie stuck her tongue out at her mother as Alice, Fear, and Kyubey walked inside. Roxie followed them and shut the door behind her. Kyubey jumped off Alice's shoulder once they were inside to sit on Roxie's coffee table. Alice and Fear went to sit on one couch while Roxie went straight to the kitchen. Oakley, Roxie's corgi-breed dog, stared at the two as they sat. He couldn't see Kyubey either.

"Here." Roxie said as she walked into the living room. She placed two cans of cola on the coffee table for the girls, and then placed a bowl of water next to them for Kyubey. She walked over and let Oakley into the backyard before she went to sit on the couch across from them. "So, since you two have been chosen by Kyubey, I decided we needed to go over a couple things."

"What kind of things?" Fear asked. Roxie placed her fancy egg shaped object on the table. Upon closer examination, one could see it had a yellow tint to it.

"Normal things," Roxie said, "Like this. This is a Soul Gem. Whenever Kyubey makes a contract with a girl, a Soul Gem is created. It's nothing too special, just the source of our magic and it proves that we're magical girls."

"Can you explain the whole contract situation?" Alice asked her cousin.

"I can grant you any one wish you want!" Kyubey cried out in response. "I can make the impossible possible!"

"You're kidding, right?" Fear gigged.

"I don't joke around, Felicia." Kyubey replied.

"So, we could wish for money?" Fear asked. "Or treasure? Or the brand new Sumo Slammer video game with all the DLC for free!?"

"Maybe you shouldn't wish for that last one..." Alice said quietly.

"Anything," Kyubey said, "In exchange for that wish, your Soul Gem is created. If you hold a Soul Gem, than it is your sworn duty to battle the Fusions."

"Why would we have to battle the Fusions?" Alice asked. "Shouldn't that be left to the army and kids who want to participate in the war?"

"If magical girls are born from wishes, then Fusions can be said to be born from curses." Kyubey mused. "Fusions spread despair throughout the world, and magical girls spread hope. The Fusions we're after aren't visible to the normal human. They are the strongest of Fusions. The ones that are going to be humanity downfall."

"Many of the explainable suicides and murders that have been happening lately are usually caused by these Fusions," Roxie added, "A Fusion's Curse, we call it."

"If these Fusions are so dangerous, then why don't you guys tell the army or something?" Fear asked a little annoyed with the situation.

"These Fusions trap themselves in strange labyrinths like you saw when you saved me," Kyubey said to the girls, "Those are Fusion Lairs. These lairs cannot be seen by the normal human."

"They're really dangerous," Roxie sighed, "Most people who wander into them on accident are usually never seen again."

"And you willingly fight these things, Roxie?" Alice questioned. Her cousin nodded.

"Sometimes at the risk of my own life," she said as she continued to nod a bit. "That's why I want you two to think very carefully before being magical girls. I don't want to put you in danger, Alice, but Kyubey has chosen you. I can't do much now."

"This is going to be tough..." Fear muttered to herself.

"Why don't you two come along with me on a few Fusion hunts?" Roxie said with a soft smile. "Maybe seeing more of the action will help you make up your minds."

"I don't see why not," Fear said with a smirk, "After school tomorrow, meet us at the mall. Does that sound good, Alice?"

"I guess," Alice shrugged, "Um, can I ask another question? What about that transfer student? Vashti. Is she a magical girl too?"

"There's no doubt about it," Roxie sighed, "She's really powerful too."

"Then shouldn't she be fighting Fusions?" Fear asked the blond girl. "And not trying to kill Kyubey?"

"It seemed like she was trying to prevent me from creating contracts." Kyubey said before leaning down to take a sip out of the bowl Roxie set out for it.

"But, wouldn't it be better for there to be more of us if we're fighting the same enemy?" Alice asked.

"Um, not exactly," Roxie chimed in, "It's actually quite common for magical girls to fight each other. There's territorial problems, and magical girls are also after what the Fusions drop when you defeat them. But don't worry about that. It's fine. I can explain more when we meet up tomorrow. It's getting late, so you two should probably go."

"Alright," Alice sighed, "T-Thanks for explaining so much today though."

"It's no problem!" Roxie grinned. "Just think long and hard about this. Maybe there is something out there that would be worth risking your life."

* * *

Alice and Fear went up to the roof for lunch the next day at school. Kyubey had followed them to school once again, and had joined them for lunch. The two ate and stared up at the blue sky. Planet Fusion loomed over them up in space.

"Hey, Alice?" Fear said, breaking the status. "Have you decided on a wish yet?"

"Nope." Alice replied calmly. "Have you?"

"Not at all..." Fear answered. "Seriously, I've thought about so much! There are tons of things I want or things I want to do... I guess it's the whole risking my life part that gets me."

"Most of the girls I offer to make contracts with accept right away." Kyubey said.

"I guess we're just a couple fools then." Fear smiled.

"Yeah... Fools." Alice giggled.

"A couple of ignorant fools." Fear broke off and stared at Planet Fusion. "It seems kind of unfair. There are so many people out there who would jump at this chance, and instead we get it. And we don't even know if we want to go through with it or not."

"Be alert." Roxie's voice called to the two through their minds. Alice looked over to see Roxie standing on a building across the street. She could also communicate with them telepathically via Kyubey. "You have a guest." Alice turned back to see Vashti walking up to the two. Fear quickly moved in front of her friend and gave off a menacing look.

"If you're planning on picking up where you left off yesterday then beat it!" she cried.

"I have no intentions on killing you or Alice," Vashti said calmly, "I had hoped to kill that before it made contact with Alice Spacebyte." She gestured to Kyubey. "But it's too late for that now. So, what is your plan? Do you plan to become magical girls?"

"We don't have to answer to you!" Fear growled. Vashti looked to Alice.

"Do you remember what I said the other day?" she asked. "About changing your life?"

"I do." Alice replied timidly.

"Good," Vashti said, and then turned around, "Then I'll just hope that my warning won't be ignored." After those words, she began to walk off.

"V-Vashti!" Alice cried out. "W-What did you wish for in order to become a magical girl?"

Vashti stopped and looked back, but then continued to walk away.

* * *

"Now then!" Roxie cried out as Alice, Fear, and Kyubey walked with her in the city. "It's time to begin the first class of Magical Girl 101!"

"Hey, Roxie?" Fear asked from behind her. "I brought this along, is that ok?" The ginger haired girl held up a baseball bat and grinned. "I figured it'd be better to have this so we could protect ourselves if it came to it. Did you bring anything, Alice?"

"I have my notebook," the blue haired girl said, "I was doodling costume ideas in class today."

"Well, I'm glad both of you have the right mindset!" Roxie giggled. She had her Soul Gem in hands and was watching it glow. "I'm using the energy we got from that Fusion the other day to track more. Once it picks up the hint of Fusion Matter, it'll lead us to the Fusion."

"This is a lot less exciting than I though." Fear muttered.

The girls and Kyubey followed Roxie around for about two hours, with no luck. Roxie explained to the two that it had been a full night since the Fusion escaped, so there were fewer footprints to track. Fear continued to exclaim how boring this business actually was. Roxie then explained that Fusion Matter readings usually pop up around car accidents, hospital, and out of the way places where one might try to commit suicide. As soon as she had finished explaining, her Soul Gem went crazy, leading them to an abandoned parking garage.

"This is it." Roxie said as they neared the entrance. Alice looked up and screamed.

"Roxie, look!" she cried, pointing up. A man was standing on top of the building, and then proceeded to jump. Roxie quickly jumped back and transformed into her yellow frilly dress, and string like ribbons shot from her, grabbing the man and lowering him safely to the ground. His neck was covered in green markings.

"A Fusion's Kiss..." Roxie muttered. "It's inside."

"But, Ro-" Alice cried out before she was cut off.

"He's unconscious, he'll be fine." Roxie said. "But we have to go!"

The three ran inside the building where Roxie grabbed Fear's baseball bat. The bat transformed into a bigger, white bat as a strange green portal appeared before them.

"It's not much, but now that will keep you safe from any immediate danger," Roxie said to the two, "Once we're inside, stay close."

The girls nodded and ran inside the portal with Roxie and Kyubey. Once inside, Roxie summoned guns and shot at the Fusions around them. Fear swung her bat around, which created a brief force field once it made contact with the Fusions. Alice simply carried Kyubey around, following Roxie.

"Scared yet?" Roxie teased as they ran through the lair.

"As if!" Fear cried. "This is child's play!"

"Just keep up then!" Roxie cheered. "We're almost to the deepest part!"

And close they were. After they turned a corner, they made it to the final room of the lair. Fusion Matter and miscellaneous object sat around in piles as Fusion Blossom floated among them.

"That, my friends, is a Fusion." Roxie said.

"Gross..." Alice muttered at the sight. Roxie waved her arms and a force field appeared around Fear and Alice.

"Stay back!" she yelled as she lunged towards the Fusion. The girl summoned guns which she used to shoot at the Fusion. Fusion Blossom let out a high pitched scream before tentacles shot out of its mouth and grabbing Roxie. The Fusion began to swing the girl around and made her smack into a wall. She dangled from the tentacles before looking over to her friends and winking. A ribbon on her corset flew off and cut the tentacle, setting Roxie free. She jumped on the air as the ribbon transformed into a giant gun, which she took a hold of. "Trio Finale!" she yelled as she pulled the trigger on the gun, unloading on the Fusion. The area around them slowly transformed back into the parking lot and Roxie transformed into her normal clothes.

"Wow, Roxie!" Fear cheered. "That was so cool!"

"This is a Grief Seed," Roxie said with a smile, holding out a green object that looked like an egg, "It's a Fusion's egg. But they're perfectly safe in this form. Watch what they can do." Roxie held out her Soul Gem and pressed the Grief Seed against it. The Soul Gem's color became very clear, and it began to glow. "They can cleanse the Soul Gems. They get a little mucky if they aren't cleansed every so often." The girl threw the Grief Seed into a dark corner, where it was caught. "It should be good for one more use." Roxie said to the shadows. Vashti emerged from them.

"It was your kill," Vashti said, "You deserve the reward for it." She tossed the Grief Seed back to Roxie before walking away.

"Grr, she really pisses me off!" Fear barked. "Showing up here like some kind of stalker!"

"We could have been friends." Alice muttered.

"That only works out if both sides feel mutual, honey." Roxie giggled. "Well then. Our business is done here. Let's head home."


	3. I'm Not Afraid of Anything Anymore

**first chapter of 2015, whoop, thanks to zerowing21 for beta reading**

* * *

The cold white walls of the hospital waiting room surrounded Fear. This environment used to make her feel uncomfortable, but now she was used to it. Anyone would get used to this after visiting so many times. Every few days, Fear would head to the hospital to visit her good friend Amp. Amp, a dashing boy with a crazy personality and abnormally blue hair, had gotten into a bit of a little brawl that had ended with four bullet holes in his chest.

He was expected to make a full recovery, since the bullets missed all major organs, but the recovery would probably take a few years. His reaction rate was slowed and he wasn't looking too good at the time. But Fear still visited him, because she cared. She wanted him to get better more than anyone else.

"Do you like it?" Fear had asked Amp after she was allowed entry into his room. She handed him the hat she had bought for him at the mall the other day. "Fionna said you would like it."

"Yeah," Amp said after staring at the object for a minute, "It's really cool...Thanks Fear." The boy smiled at her. Fear blushed and scooted closer to him.

"I'm glad you like it," she said softly, "I like it too..."

"Thank you," Amp muttered, "For visiting me. It means a lot."

"It's no problem." Fear smiled. "I want to see you and make sure you're doing ok."

In reality, Fear was telling the truth. She really did care for him. She wanted him to get out as soon as possible, and she also wanted to be his girlfriend. It started out as a kiddie crush, but it slowly evolved into more. She had told Alice and Fionna, both of which thought it was adorable. Then the accident happened, rendering Amp helpless. Fear wanted to be the one he would turn to in his time of need, so she vowed to do anything to help him get better.

"I need to cut this visit short, Amp." Fear hesitated. "I'm going to see sights with Alice and Roxie today."

"O-Oh." Amp said after a few seconds. "Have fun. Don't worry about me. Same time tomorrow?"

"Yeah, of course!" Fear cheered. She leaned over to hug her friend, hesitating to pull away.

Roxie, Alice, and Kyubey met Fear outside the hospital. They were going hunting again. Alice held Fear's bat and smiled as she handed it to her. With Roxie's Soul Gem, the group began to walk around the city, searching for Fusions. They eventually found one and were sucked into its lair, where the group began to fight off the minions. Well, it was more or less of just Roxie fighting them while Fear attempted to help as Alice and Kyubey watched from the sidelines. They all made it to the end where Fusion Numbuh Four awaited them. He transformed into a giant scorpion like Fusion, which Roxie finished off with her Trio Finale. She floated to the ground next to Fear and Alice after defeating it, and she transformed back into her normal clothes as the lair disappeared.

"It didn't drop a Grief Seed." Alice pointed out.

"It was a dud." Roxie scoffed.

"That was a Fusion Spawn!" Kyubey exclaimed. "They have the same powers as the Fusions we're looking for, but they aren't as powerful. Spawns turn into Fusions once they kill enough people."

"Whatever," Roxie sighed, "Another dud means it's time to head home."

"It is getting late," Alice muttered, "Home would be a good choice."

"So," Roxie said to the girls as they walked home, "Have you decided what you want to wish for yet?"

"Not at all." Fear said. Alice shrugged in response.

"I guess it is kind of hard to make a decision this big." Roxie laughed.

"What did you wish for, Roxie?" Alice asked her cousin, making her stop in her tracks.

"I..." the girl muttered.

"You don't have to answer me if you don't want to!" Alice cried.

"I didn't really have the chance to choose what I wanted." Roxie replied, images of her high school falling on top of her and her friends from the Fusion Invasion flooding into her head. "Dying back there would have been worse than this, but it's not like I regret it. But if I was in the position you two are, I'd think long and hard about what I'm willing to risk my life for."

"Do we have to wish for ourselves?" Fear asked Roxie. Kyubey piped in.

"There is no requirement that the wish affects the contractee herself," The creature said, "I know somebody who already did it."

"It might not be the best idea, though," Roxie replied, "If you wish to help someone else, you have to be especially sure about what you're wishing for. You want to wish for them to have a better life, not for them to be grateful to you."

"... I guess it was a stupid question..." Fear muttered.

"I know it's hard, Felicia," Roxie assured, "Don't rush into it."

"But, personally, the sooner the better." Kyubey snickered.

"Kyubey, nobody likes a boy who pressures a girl to do something." Roxie barked before continuing to walk down the street, the others in tow.

* * *

Alice was back at home, lying in her bed. Courage was asleep on the floor, and Kyubey sat on the edge of her bed. Alice was writing in a notebook and in deep thought. The time on her alarm clock read 1:23 AM. She stopped writing and dropped her pencil before turning to Kyubey.

"Why is this so hard...?" she asked.

"I can't answer," Kyubey replied, "I would help, but suggesting wishes is against the rules. I follow a strict code of honor."

"Would just wishing to become a magical girl work?" Alice joked.

"What do you want, Alice?" the creature chuckled. "Power? Talent? Brains?"

"I'm not sure..." the girl sighed, "Look at Roxie. She's so cool and powerful. She's so pretty and tough. I want to be like her."

"If you become a magical girl, you'd be much more powerful than Roxie," Kyubey grinned, "Then again, that all really depends on the wish you make. I can't even imagine what your Soul Gem would be like. I've never met a girl with as much potential as you, Alice."

"Don't tease me." Alice laughed.

"Why would I ever do that?" Kyubey giggled. "Go to sleep, Alice. Maybe another peaceful sleep will help you finalize your thoughts."

Alice nodded in response, and closed her notebook. She leaned over and sat it on her bedside table, then turned off a lamp. She curled up into bed and began to drift away.

* * *

"It's dangerous to walk the streets this late, kid." a man barked at Roxie, who was walking down Townsville at nearly three in the morning. She turned the man and his gang, who were all gross looking with green skin.

"Kiss my ass." she growled before continuing on her way. She reached the bay, overlooking the ocean, and she sat on a park bench. Her Soul Gem was glowing in her hands as she looked around. Vashti walked up behind her.

"You understand what you're doing, don't you?" the black haired girl asked. "You're leading innocent girls into grave danger."

"They were chosen by Kyubey," Roxie replied, not bothering to stand or look behind her, "They aren't innocent little bystanders anymore."

"You're trying to make them think that they want to be magical girls." Vashti growled.

"Do you not like that idea?"

"It's a problem," Vashti looked over towards a street light, "Especially in the case of Alice Spacebyte." Roxie blushed and finally stood.

"You noticed it as well?" the blond asked. "You've noticed the potential she has? My little cousin... I'm so proud."

"She is not allowed to make a contract," Vashti barked, "I won't allow it."

"What? Are you afraid that a magical girl who's stronger than you might get in your way?" The girl giggled and turned to the other. "Get over yourself."

"Roxie Leeblossom..." Vashti sighed, "I do not wish to fight you."

"Then make sure our paths never cross again, or else you're dead." Roxie barked before walking towards the girl. She passed her and continued walking forward, causing Vashti to turn and look at her. "Stay away from Alice." the blond barked again.

* * *

Alice sat with Kyubey outside of the hospital in Offworld Plaza. Fear just walked outside, and she looked over to her friend. She hung her head in sadness as she walked over to her, her arms crossed and her stride weak.

"How did it go?" Alice asked, holding Kyubey in her arms.

"I couldn't see him," Fear replied, referring to Amp, "They're running tests or something..." The girl began to walk on, and Alice followed. "I wasted my time to come out here, and I come at this time every day! The nerve those damn nurses have..."

"His health is more important, Fear." Alice said. She stopped in her tracks at they reached the street.

"Is everything alright?" Fear asked, looking to her friend. Alice pointed to a lamppost, which had a Grief Seed sticking out of it.

"A Grief Seed!" Kyubey cried. "A Fusion! A Fusion! It's about to hatch!"

"Here of all places?" Fear cried. "Right now!?"

"A Fusion Lair is going to open up!" Kyubey cheered.

"I have Roxie's number." Alice cried out, frantically grabbing her NanoCom.

"There's no guarantee that she'd get here in time to save you," Kyubey chuckled, "The Fusion hasn't emerged yet, but once the Lair opens, you'll be stuck inside with no escape."

"We'll lose the Fusion if we run!" Fear cried, "I can't let that happen!" Kyubey jumped from Alice's arms to Fear's shoulder.

"Alice, go bring Roxie here," the creature said, "She'll be able to track my location telepathically. Go, Alice!"

Alice began to run off, holding her Nanocom to her ear. As she ran away, a flash of light emerged from the Grief Seed, and Fear and Kyubey were gone. Alice made it halfway through the city when Roxie met up with her. Alice lead her to the spot, where only a crack in the lamppost remained. Roxie held up her Soul Gem, revealing the Fusion Portal.

"Kyubey, how is it?" Roxie asked Kyubey telepathically.

"We're ok!" he answered. "The Fusion hasn't hatched yet."

"Are you ok, Fear?" Alice asked telepathically through Kyubey.

"I'm fine!" She replied in the same manner that everyone else was communicating by. "It's so boring in here! I just want to take a nap."

"Roxie, avoid using large amounts of magic," Kyubey told the girl, "We don't want to disturb the egg and make it hatch faster. There's no rush, so come to us as quietly as you can."

"Got it," she replied and then took Alice's hand in hers, "Ready?" Alice nodded in response and the two entered the portal.

"I'm so glad we made it in time." Alice said as the two were sent to a hallway full of child's toys and Fusion Matter.

"It was a good call on Fear's part, but still." Roxie complained. She turned around to look at Alice while she spoke but was cut off by who she saw behind her. "I thought I told you I never wanted to see you again?" Vashti stepped into view.

"I will hunt this prey," Vashti said, "You two should leave."

"Yeah right!" Roxie laughed. "I've got Kyubey waitin' with a girl in here and I'm going to make sure they're safe. And besides, I don't trust you." Roxie lifted her hand and several ribbons shot out, tying themselves around Vashti, who struggled as she fell to the floor.

"Y-You idiot!" Vashti cried.

"I want to hurt you, but I'm not going to," Roxie scoffed, "But, if you struggle, the ribbons will only tighten."

"This isn't the time!" Vashti barked. "This Fusion isn't like the others!"

"Oh, shut up," Roxie growled, "I'll let you out after I take care of business here. Alice, let's go."

"O-Okay." Alice muttered as she began to follow Roxie deeper into the Lair.

"W-Wai-" Vashti screamed, only cut off by the tightening ribbons.

"Roxie!" Kyubey's voice cried in her and Alice's minds. "The Grief Seed is hatching! Hurry!"

"Follow close, Alice!" Roxie yelled, flipping into the air and changing into her magical girl attire. She spawned guns from her skirt and sleeves and used them to kill anything in her way. She busted down a door and grabbed Alice's hand once again, leading her to a gigantic dog house, Fear and Kyubey standing next to it.

"Roxie!" Fear and Kyubey cried in unison.

"Sorry about the wait." the blonde replied.

"Careful, its coming." Kyubey warned. Just then, a tiny Fusion Courage waddled out of the dog house and pounced around.

"C-Courage!" Alice cried. Roxie jumped towards it and spawned a gun.

"Sorry, bud, but this is the end for you!" Roxie giggled as she swung her gun at the Fusion like she was playing a game of baseball. The Fusion flew across the room. He trotted back and jumped at Roxie, who shot the creature in its face.

"You did it!" Fear cried as the Fusion flew back into the dog house. Roxie spawned her gigantic gun and grinned.

"Trio Finale!" the magical girl cried before the gun, demolished the dog house.

"Yes, you go, Roxie!" Alice cheered from the sidelines. The blonde turned and smiled to her cousin.

However, the rubble from the dog house began shaking, and Fusion Courage flew out from underneath. He opened his mouth, letting a huge Fusion Fuzzy Lumpkins emerge. She hovered over Roxie, and opened his mouth. Alice and Fear grabbed each other, looking on in horror as the Fusion Fuzzy cleanly bit Roxie's head right off her body. Her clothes returned to normal as the rest of her body fell to the ground, and the ribbons that tied up Vashti disappeared. The Fusion pounced downwards, finishing the rest of Roxie's body.

"Roxie!" Alice cried, tears streaming down her face.

"Alice, Fear, you need to make a contract with me right now!" Kyubey yelled. The Fusion Fuzzy looked up and began heading towards the girls. "Hurry!"

"That won't be necessary." Vashti voice cried out. She jumped behind them and towards the Fusion, who had his mouth open, ready to feast. She jumped right into his mouth and spawned her own guns. She continued to shoot the Fusion dead from the inside out. The monster exploded and Vashti walked away from the mess. "One more minute and you all would have been dead." The Lair they were in reverted back to the normal city street, and a Grief Seed fell into Vashti's hands.

"Give it back." Fear growled. "That's... That's Roxie's!"

"Burn this sight into your minds," Vashti replied, "This is what it's like to be a magical girl."


End file.
